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EXHIBIT 4.3




KIMBERLY-CLARK CORPORATION 401(k)

AND PROFIT SHARING PLAN TRUST




     THIS AGREEMENT, effective as of the 4th day of January, 2010, is made between KIMBERLY-CLARK
CORPORATION, a Delaware corporation, herein referred to as the “Company”, and THE NORTHERN TRUST
COMPANY, an Illinois corporation of Chicago, Illinois, herein referred to as the “Trustee”, and
constitutes a restatement of the Kimberly-Clark Corporation Defined Contribution Plan Trust, which
was heretofore made by the Company, into a trust agreement to be known as the KIMBERLY-CLARK
CORPORATION 401(k) AND PROFIT SHARING PLAN TRUST agreement under which the Trustee is accepting
appointment as successor trustee.



     The Company and the Trustee intend, acknowledge and agree that the Trustee is a “directed
trustee” with respect to the operation, maintenance and investment of the Trust Fund except to the
extent the Trustee has expressly accepted responsibility for the management of Trust Fund assets
under this agreement as provided herein.



     The Company shall direct the Trustee as successor trustee to add the assets transferred to the
Trustee by the predecessor trustee to the assets of the Trust Fund and the Benefits Administration
Committee shall be named fiduciary for the Plan which has the responsibility for administering the
Plan and has the responsibility for Plan investments.



     The Trust Fund shall consist of all assets held by the Trustee as of the date of this
agreement or thereafter acquired by the Trustee as trustee or successor trustee, all investments
and reinvestments thereof and all additions thereto by way of contributions, earnings and
increments, and shall be held upon the following terms:



ARTICLE ONE: DEFINITIONS




     For the purposes of this agreement:



     1.1 “Benefits Administration Committee” means the committee as constituted from time to time
which has the responsibility for administering the Plan and shall be deemed for purposes of ERISA
to be the Plan administrator and the named fiduciary for Plan administration and for monitoring and
collecting contributions; has the responsibility for allocating the assets of the Trust Fund among
the Separate Accounts and any Trustee Investment Accounts, for monitoring the diversification of
the investments of the Trust Fund, for determining the propriety of investment of the Trust Fund in
foreign securities and of maintaining the custody of foreign investments abroad, for assuring that
the Plan does not violate any provisions of ERISA limiting the acquisition or holding of “employer
securities” or “employer real property” and for the appointment and removal of Investment Advisers
and shall be deemed for purposes of ERISA to be the named fiduciary for Plan investments;



 









 





     1.2 “Beneficiary” means a person designated to receive a benefit under the Plan after the
death of a Participant;



     1.3 “Code” means the Internal Revenue Code of 1986, as amended;



     1.4 “Company” means Kimberly-Clark Corporation and any corporation which is the successor
thereto;



     1.5 “Company Stock” means common stock of the Company;



     1.6 “Company Stock Investment Fund” means any Investment Fund composed of investments in
Company Stock as provided in Section 6.5(b) of ARTICLE SIX;



     1.7 “Custodial Agent” means one or more persons or entities (including, without limitation,
brokers or dealers registered under the Securities Exchange Act of 1934) selected by the Benefits
Administration Committee or an Investment Manager to maintain custody of assets of a Separate
Investment Account pursuant to Section 3.1(c) or Section 3.7;



     1.8 “ERISA” means the Employee Retirement Income Security Act of 1974 as in effect from time
to time and the regulations issued thereunder;



     1.9 “Investment Adviser” means an Investment Manager or an Investment Trustee to whom the
Benefits Administration Committee has delegated investment responsibility for a Separate Account or
the Benefits Administration Committee with respect to any assets of the Trust Fund for which the
Benefits Administration Committee has investment responsibility;



     1.10 “Investment Fund” shall mean each of the investment funds established pursuant to ARTICLE
FOUR; any of such Investment Funds may be composed of one or more Separate Accounts and Trustee
Investment Accounts designated by the Benefits Administration Committee;



     1.11 “Investment Manager” means an investment manager as defined in Section 3(38) of ERISA,
which is appointed by the Benefits Administration Committee to manage a Separate Investment
Account; but the Trustee shall have no responsibility to determine whether a person or entity
acting as an Investment Manager meets or continues to meet this definition;



     1.12 “Investment Trustee” means the trustee appointed by the Benefits Administration Committee
to manage a Separate Investment Trust Account;



     1.13 “Participant” means a person who is an employee or former employee of the Company or of a
Subsidiary and who has an account balance in the Plan;



     1.14 “Plan” means the Kimberly-Clark Corporation 401(k) and Profit Sharing Plan;



     1.15 “Separate Account” means a Separate Investment Account, a Separate Investment Trust
Account or a Separate Insurance Contract Account;



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     1.16 “Separate Insurance Contract Account” means assets of the Trust Fund allocated by the
Benefits Administration Committee to an account of the Trust for investment in insurance contracts
directed by the Benefits Administration Committee;



     1.17 “Separate Investment Account” means assets of the Trust Fund allocated by the Benefits
Administration Committee to an account of the Trust which is to be managed by an Investment
Manager, or which is to be managed by the Benefits Administration Committee pursuant to Article
Three;



     1.18 “Separate Investment Trust Account” means assets of the Trust Fund allocated by the
Investment Committee to a Separate Account to be managed by an Investment Trustee;



     1.19 “Subsidiary” means a subsidiary or affiliate of the Company;



     1.20 “Subtrust” means assets of a Separate Investment Account which are held by a Subtrustee
pursuant to an agreement which the Benefits Administration Committee has approved and directed the
Trustee to enter into;



     1.21 “Subtrustee” means the trustee appointed by the Benefits Administration Committee to act
as trustee of a Subtrust;



     1.22 “Trust” means this instrument and the trust evidenced thereby, as amended from time to
time;



     1.23 “Trust Fund” means all assets subject to this agreement;



     1.24 “Trustee” means THE NORTHERN TRUST COMPANY and any successor to it as trustee or trustees
of the Trust Fund; and



     1.25 “Trustee Investment Account” means assets of the Trust Fund allocated by the Benefits
Administration Committee to an account of the Trust to be managed by the Trustee with the written
consent of the Trustee.



ARTICLE TWO: DISTRIBUTIONS




     The Trustee shall make distributions from the Trust Fund to such persons, in such amounts, at
such times and in such manner as the Benefits Administration Committee or its designee shall from
time to time direct pursuant to the service description furnished by the Trustee to the Benefits
Administration Committee from time to time. The Trustee shall have no responsibility to ascertain
whether any direction received by the Trustee from the Benefits Administration Committee or its
designee in accordance with the preceding sentence is proper and in compliance with the terms of
the Plan or to see to the application of any distribution. The Trustee shall not be liable for any
distribution made in good faith without actual notice or
knowledge of the changed condition or status of any recipient. If any distribution made by the
Trustee is returned unclaimed, the Trustee shall notify the Benefits Administration Committee or
its designee and shall dispose of the distribution as the Benefits Administration Committee or its



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designee shall direct. The Trustee shall have no obligation to search for or ascertain the
whereabouts of any payee of benefits of the Trust Fund.




ARTICLE THREE: SEPARATE ACCOUNTS AND INVESTMENT ADVISERS




     The Trust Fund shall consist of one or more Separate Accounts and, with the Trustee’s written
consent, one or more Trustee Investment Accounts. All Separate Accounts and any Trustee Investment
Accounts shall be established by the Trustee at the direction of the Benefits Administration
Committee. The Benefits Administration Committee shall designate assets of the Trust Fund to be
allocated to each Separate Account and each Trustee Investment Account and shall direct the Trustee
with respect to any transfer of assets between Separate Accounts or between a Separate Account and
a Trustee Investment Account, provided that no asset shall be allocated or transferred to a Trustee
Investment Account without the Trustee’s written consent. The Benefits Administration Committee
shall have investment responsibility for any assets of the Trust Fund not otherwise allocated to a
Separate Account or Trustee Investment Account, and such assets shall comprise a Separate
Investment Account for which the Benefits Administration Committee serves as Investment Adviser.
The following provisions shall apply to the Separate Accounts:



     3.1 With respect to each Separate Investment Account, the Benefits Administration Committee
may appoint an Investment Manager, who shall acknowledge by a writing delivered to the Benefits
Administration Committee that it is a fiduciary with respect to the assets allocated thereto, or in
the event the Benefits Administration Committee does not appoint an Investment Manager, the
Benefits Administration Committee shall have investment responsibility with respect to such
Separate Investment Account. The Trustee shall act with respect to assets allocated to a Separate
Investment Account only as directed by the Investment Manager or, in the event that the Benefits
Administration Committee does not appoint an Investment Manager, the Benefits Administration
Committee. The Benefits Administration Committee may direct that any or all of the assets of a
Separate Investment Account be held by a Subtrustee. The Trustee shall have custody of and
custodial responsibility for all assets of the Trust Fund held in a Separate Investment Account
except as otherwise provided in this agreement, including Section 3.7 hereof, or as follows:




     (a) The Subtrustee of a Subtrust shall have custody of and custodial responsibility for
any assets of a Separate Investment Account allocated to it by the Benefits Administration
Committee;




     (b) The trustee of a collective or group trust fund (including without limitation an
Investment Manager or its bank affiliate) shall have custody of and custodial responsibility
for any assets of a Separate Investment Account invested in such collective or group trust
fund; and




     (c) The Benefits Administration Committee may direct in writing that the custody of
additional assets of a Separate Investment Account (other than those referred to in
paragraphs (a) and (b) of this Section 3.1) be maintained with a Custodial Agent. In such
event, the Benefits Administration Committee shall approve, and direct the Trustee to enter
into, a custody agreement with the Custodial Agent (which custody agreement



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may authorize
the Custodial Agent to maintain custody of such assets with one or more subagents, including
a broker or dealer registered under the Securities Exchange Act of 1934 or a nominee of such
broker or dealer). The Custodial Agent shall have custodial responsibility for any assets
maintained with the Custodial Agent or its subagents pursuant to the custody agreement.
Notwithstanding any other provision of this agreement, the Company (which has the authority
to do so under the laws of its state of incorporation) agrees to indemnify THE NORTHERN
TRUST COMPANY from any liability, loss and expense, including legal fees and expenses, which
arise out of or in connection with the Trustee’s acting in accordance with any directions
given by the Benefits Administration Committee pursuant to this paragraph (c) or Section
3.7. This paragraph shall survive the termination of this agreement.



     3.2 With respect to each Separate Investment Trust Account, the Trustee and the Investment
Trustee thereof shall upon the direction of the Benefits Administration Committee execute an
investment trust agreement with respect thereto. The Investment Trustee shall have custody of all
of the assets of the Separate Investment Trust Account except such assets as the Investment
Committee may from time to time determine shall be held in the custody of the Trustee with the
Trustee’s written consent; the Trustee shall act with respect to any such assets in its custody
only as directed by the Investment Trustee.



     3.3 With respect to each Separate Insurance Contract Account, from assets allocated thereto
the Trustee shall purchase or continue in effect such insurance contracts, including annuity
contracts and policies of life insurance, only when and as the Benefits Administration Committee
shall direct; the issuing insurance company may credit those assets to its general account or to
one or more of its separate accounts, and the Trustee shall act with respect to those contracts
only as directed by the Benefits Administration Committee.



     3.4 The Benefits Administration Committee shall have investment responsibility for assets held
in any Separate Account for which an Investment Manager or Investment Trustee has not been
retained, has been removed, or is for any reason unwilling or unable to act. With respect to
assets or Separate Accounts for which the Benefits Administration Committee has investment
responsibility, the Trustee, acting only as directed by the Benefits Administration Committee,
shall enter into such agreements as are necessary to facilitate any investment, including
agreements entering into a limited partnership, Subtrust or the participation in real estate funds.
The Trustee shall not make any investment review of, or consider the propriety of holding or
selling, or vote any assets for which the Benefits Administration Committee has investment
responsibility. To the extent that the Benefits Administration Committee directs the Trustee with
respect to the investment of such assets, the Benefits Administration Committee represents and
warrants that (i) it shall carry out its investment responsibilities in accordance with, and any
such direction shall be in accordance with, the applicable terms of any documents
governing the Plans, including any investment policy statement and (ii) it shall maintain and
follow procedures for identifying and avoiding any non-exempt prohibited transactions.



     3.5 With respect to each Separate Account, the Investment Adviser thereof shall have the
investment powers granted to the Trustee by ARTICLE FIVE, as limited by Section 6.1



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through Section
6.3 of ARTICLE SIX, as if all references therein to the Trustee referred to the Investment Adviser.




     3.6 The Benefits Administration Committee may also direct the Trustee as fiduciary to lend
securities of the Trust Fund held by the Trustee by entering into a written agreement with the
Trustee. The terms of the agreement between the Benefits Administration Committee and the Trustee
shall be consistent with Department of Labor Prohibited Transaction Exemption 2006-16 or any
successor exemption. The written agreement between the Benefits Administration Committee and the
Trustee shall direct the Trustee to enter into a loan agreement with a borrower or borrowers. The
Trustee shall transfer securities to the borrower and invest or hold on behalf of the Trust Fund
the collateral received in exchange for the securities. Notwithstanding anything in this agreement
to the contrary, the right to vote securities out on loan on record date passes to the borrower, or
a transferee of the borrower, as a consequence of the transfer of title to the securities. The
Trustee shall maintain a record of the market value of the loaned securities and shall be paid
reasonable compensation as agreed to by the Trustee and the Benefits Administration Committee.



     3.7 The Benefits Administration Committee may (or the Benefits Administration Committee may
authorize an Investment Advisor by written notice to the Trustee to) invest assets of a Separate
Investment Account in foreign and domestic futures contracts, options on futures contracts, options
contracts, short sales, swaps and other types of investments which involve the transfer of Trust
Fund assets to or the holding of Trust Fund assets by a third party as margin, collateral or
otherwise. In the event the Benefits Administration Committee authorizes an Investment Adviser to
engage in any such investment strategy, the Trustee shall: (i) as directed by the Investment
Adviser, execute such documents and agreements on behalf of the Trust Fund as the Investment
Adviser may deem necessary or appropriate in order to effectuate the investment strategy; and (ii)
transfer assets of the Investment Adviser’s Separate Investment Account to one or more Custodial
Agents as directed by the Investment Adviser or, with respect to variation margin, in accordance
with industry practice based on daily marking to market calculations. The Trustee shall have no
responsibility for the selection or retention of any Custodial Agent, and shall have no investment
or custodial responsibility for any assets so held. The Trustee shall enter into a custody
agreement with the Custodial Agent solely as directed by the Investment Adviser or Benefits
Administration Committee, which shall be responsible for determining whether such agreement is
necessary or appropriate. The Investment Advisor shall be responsible for monitoring each
Custodial Agent with respect to its financial status and compliance with applicable law and for
determining whether continued retention of the Custodial Agent is appropriate.



     In addition, with respect to options transactions, the Trustee is authorized to pledge assets
of a Separate Investment Account as collateral for such transaction in accordance with industry
practice.



     3.8 (a) The Trustee is authorized, but shall not be obligated, to credit the applicable
Separate Account provisionally on payable date with interest, dividends, distributions, redemptions
or other amounts due; otherwise, such amounts will be credited to the Separate Account on the date
such amounts are actually received by the Trustee and reconciled to the



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Separate Account. In cases
where the Trustee has credited the applicable Separate Account with such amount prior to actual
collection and reconciliation, the Benefits Administration Committee agrees that the Trustee may
reverse such credit as of payable date if and to the extent that it does not receive such amounts
in the ordinary course of business. The Trustee is also authorized, but shall not be obligated, to
advance its own funds to complete transactions in cases where adequate funds may not otherwise be
available to the applicable Separate Account. The Benefits Administration Committee acknowledges
that the Trustee shall be entitled to recover on demand such provisional credit or advancement of
funds plus its fee, applicable from time to time, incurred in connection with such provisional
credit or advancement.




     (b) The Trustee and the Benefits Administration Committee recognize that any decision to
effect a provisional credit or an advancement of the Trustee’s own funds to a Separate Account
pursuant to this agreement will be an accommodation granted entirely at the Trustee’s option and in
light of the particular circumstances, which circumstances may involve conditions in different
countries, markets and classes of assets at different times. All amounts thus due to the Trustee
under this agreement with respect to a provisional credit or advancement of the Trustee’s own funds
to the Separate Account shall be paid by the Trustee from the Trust Fund unless otherwise paid by
the Company on a timely basis.



     3.9 The Benefits Administration Committee may engage the Trustee, or any of its affiliates, as
the Benefits Administration Committee’s agent, to provide transition or liquidation services in
connection with the removal of an Investment Manager, the termination of the Plan, or for any other
reason, pursuant to a separate written agreement between the Benefits Administration Committee and
the Trustee or any of its affiliates. The Benefits Administration Committee may engage Northern
Trust Securities, Inc., or any other affiliate of the Trustee, as a commission recapture service
provider.



ARTICLE FOUR: INVESTMENT FUNDS




     4.1 The Trust Fund shall be composed of assets of the Company Stock Investment Fund and any
other Investment Funds designated in writing by the Benefits Administration Committee. The Benefits
Administration Committee is authorized to terminate the existing Investment Funds and establish new
Investment Funds by giving advance written notice to the Trustee describing the fund to be
terminated or established and the effective date thereof; provided that in no event shall the
Trustee’s duties be modified without its consent. The Benefits Administration Committee or its
representative shall direct the Trustee with respect to the allocation of assets to Investment
Funds and with respect to transfers among such Investment
Funds. The Trustee shall use reasonable efforts to move funds as soon as practicable when
transfers are delayed for any reason, but shall in no event be required to advance its own funds
for such purpose. Pending directions from the Benefits Administration Committee to allocate
contributions among the Investment Funds, the Trustee shall hold the contributions in a separate
account invested in short term investments, including common or collective short term investment
funds of the Trustee. Any cash held from time to time in any Investment Fund may be invested in
common or collective funds of the Trustee or its affiliate, or participations in regulated
investment companies (including those for which the Trustee or its affiliate is adviser).



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     4.2 To the extent that any Investment Fund is invested in mutual fund shares or bank
commingled funds, the Benefits Administration Committee shall initially select funds to be invested
in and shall be responsible for retaining the availability of or terminating the availability of
such funds. To the extent the Trustee is required to enter into a custody agreement with the
sponsor of a bank commingled fund or such other type of fund, the Benefits Administration Committee
shall direct the Trustee to enter into such agreement.



ARTICLE FIVE: POWERS OF TRUSTEE




     Except as otherwise provided in this agreement, the Trustee shall hold, manage, care for and
protect the assets of the Trust Fund and shall have until actual distribution thereof the following
powers and, except to the extent inconsistent herewith, those now or hereafter conferred by law:



     5.1 To retain any asset originally included in the Trust Fund or subsequently added thereto;



     5.2 To invest and reinvest the assets of the Trust Fund without distinction between income and
principal in bonds, stocks, mortgages, notes, options, futures contracts, options on futures
contracts, limited partnership interests, participations in regulated investment companies
(including those for which the Trustee or its affiliate is adviser), or other property of any kind,
real or personal, foreign or domestic, and to enter into insurance contracts;



     5.3 To deposit any part or all of the assets with the Trustee or its affiliate as trustee, or
another person or entity acting as trustee of any collective or group trust fund which is now or
hereafter maintained as a medium for the collective investment of funds of pension, profit sharing
or other employee benefit plans, and which is qualified under Section 401(a) and exempt from
taxation under Section 501(a) of the Code, and to withdraw any part or all of the assets so
deposited; any assets deposited with the trustee of a collective or group trust fund shall be held
and invested by the trustee thereunder pursuant to all the terms and conditions of the trust
agreement or declaration of trust establishing the fund, which are hereby incorporated herein by
reference and shall prevail over any contrary provision of this agreement;



     5.4 To deposit cash in any depository, including the banking department of the Trustee or its
affiliate and any organization acting as a fiduciary with respect to the Trust Fund;



     5.5 To hold any part of the assets of the Trust Fund in cash without liability for interest,
pending investment thereof or the payment of expenses or making of distributions therewith,
notwithstanding the Trustee’s receipt of “float” from such uninvested cash;



     5.6 To cause any asset of the Trust Fund, real or personal, to be held in a corporate
depository or federal book entry account system or registered in the Trustee’s name or in the name
of a nominee or in such other form as the Trustee deems best without disclosing the trust
relationship;



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     5.7 To vote, either in person or by general or limited proxy, or refrain from voting, any
corporate securities for any purpose, except that any security as to which the Trustee’s possession
of voting discretion would subject the issuing company or the Trustee to any law, rule or
regulation adversely affecting either the company or the Trustee’s ability to retain or vote
company securities, shall be voted as directed by the Benefits Administration Committee; to
exercise or sell any subscription or conversion rights; to consent to and join in or oppose any
voting trusts, reorganizations, consolidations, mergers, foreclosures and liquidations and in
connection therewith to deposit securities and accept and hold other property received therefor;



     5.8 To lease any assets of the Trust Fund for any period of time though commencing in the
future or extending beyond the term of this Trust;



     5.9 To borrow money from any lender, to extend or renew any existing indebtedness and to
mortgage or pledge any assets of the Trust Fund;



     5.10 To sell at public or private sale, contract to sell, convey, exchange, transfer and
otherwise deal with the assets of the Trust Fund in accordance with industry practice, and to sell
put and covered call options from time to time; the Company acknowledges that the Trustee may
reverse any credits made to the Trust Fund by the Trustee prior to receipt of payment in the event
that payment is not received;



     5.11 To employ agents, attorneys and proxies and to delegate to any one or more of them any
power, discretionary or otherwise, granted to the Trustee;



     5.12 To compromise, contest, prosecute or abandon claims in favor of or against the Trust
Fund;



     5.13 To appoint foreign custodians as agent of the Trustee to custody foreign securities
holdings of any Separate Account established by the Benefits Administration Committee or of any
Trustee Investment Account;



     5.14 To lend securities held by the Trustee and to receive and invest collateral provided by
the borrower, all pursuant to a written agreement with the Benefits Administration Committee;



     5.15 To utilize any tax refund claim procedures with respect to taxes withheld to which the
Trust Fund may be entitled under applicable tax laws, treaties and regulations; any exercise of
such power by the Trustee shall be on a reasonable efforts basis; and



     5.16 To perform other acts necessary or appropriate for the proper administration of the Trust
Fund, execute and deliver necessary instruments and give full receipts and discharges.



ARTICLE SIX: LIMITATIONS ON POWERS




     For purposes of this agreement, the powers and responsibilities allocated to the Trustee shall
be limited as follows:



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     6.1 The powers of the Trustee shall be exercisable for the exclusive purpose of providing
benefits to the Participants and Beneficiaries under the Plan and in accordance with the standards
of a prudent man under ERISA;



     6.2 Subject to Section 6.1 and Section 6.3, the Trustee shall diversify the investments of
that portion of the Trust Fund for which it has investment responsibility so as to minimize the
risk of large losses;



     6.3 Subject to Section 6.1, the Trustee shall, with respect to that portion of the Trust Fund
for which it has investment responsibility, follow the investment guidelines established by the
Benefits Administration Committee given in exercise of that committee’s responsibility;



     6.4 Except as otherwise provided in Section 3.6, the Trustee shall not make any investment
review of, consider the propriety of holding or selling, or vote, any assets of the Trust Fund
allocated to a Separate Account in accordance with ARTICLE THREE, except as directed by the
Investment Adviser thereof. Further, the Benefits Administration Committee hereby directs that any
cash of a Separate Account, consisting of U.S. dollars in the Trustee’s custody, shall be invested
in the collective Short Term Investment Fund maintained by the Trustee or its affiliate, unless the
Trustee receives other instructions from the Investment Advisor of such Separate Account. For
currencies held by the Trustee outside the United States, including U.S. dollars, the Trustee shall
invest such cash of a Separate Account as directed by the Investment Adviser thereof and such
investments may include an interest bearing account of a foreign custodian;



     6.5 The powers and responsibilities of the Trustee relative to the Company Stock Investment
Fund shall be limited as follows:




     (a) “Directed Trustee” Status. The parties intend, acknowledge and agree that
the Trustee is merely a “directed trustee” with respect to the operation, maintenance and
investment of the Company Stock Investment Fund.




     (b) Fund Investments. The Company Stock Investment Fund shall be composed
exclusively of investments in Company Stock; provided that, as and to the extent directed to
do so by the Benefits Administration Committee from time to time in writing, the Trustee
shall maintain a portion of the Company Stock Investment Fund in
cash for the purpose of funding transfers out of the Company Stock Investment Fund. The
Trustee shall have no discretion to determine whether to hold or sell all or any shares of
Company Stock. Any cash held by the Trustee in the Company Stock Investment Fund may be
invested in common or collective short term investment funds of the Trustee. The Trustee
shall not be required to advance its own funds to make any transfers or distributions.




     (c) No Duty to Diversify. For the avoidance of doubt, under no circumstances
shall the Trustee have a duty to sell any shares of Company Stock in order to diversify the
investments of the Trust Fund.



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     (d) Manner of Purchase or Sale. (i) Purchases and sales of Company Stock may
be made to, from or through any source, provided that it shall be the responsibility of the
Benefits Administration Committee to determine that any such purchases from or sales to a
party in interest (as defined in Section 3(14) of ERISA) comply with the requirements of
Section 408(e) of ERISA. (ii) Notwithstanding anything in this agreement to the contrary,
the Benefits Administration Committee shall have the authority to engage any person or
entity to provide brokerage services with respect to the Company Stock Investment Fund, and
in such case, the Trustee shall not have the responsibility for any purchases and sales of
Company Stock initiated by such person or entity.




     (e) Expedited Settlement. The Company has determined that daily movement of
Participant balances among the Investment Funds is an important design feature and objective
of the Plan and that timely transfers and distributions from the Company Stock Investment
Fund need to be facilitated in order to achieve such objective. The Benefits Administration
Committee may authorize and direct the Trustee in writing to seek to obtain settlement for
sales of Company Stock on an expedited basis under certain circumstances in which case the
Trustee shall carry out the execution of Company Stock sale transactions in accordance with
such direction and subject to any limitations expressed therein.




     (f) Rights, Options and Warrants. Rights, options or warrants offered to
purchase Company Stock shall be exercised by the Trustee to the extent that there is cash
available for the investment; to the extent cash is not available, the same shall be sold on
the open market.




     (g) Voting. The Benefits Administration Committee upon written notice to the
Trustee shall furnish to each Participant who has Company Stock credited to his or her
individual account under the Company Stock Investment Fund the date and purpose of each
meeting of the stockholders of the Company at which Company Stock is entitled to be voted.
The Benefits Administration Committee shall request from each Participant instructions to be
furnished to a tabulating agent appointed by the Benefits Administration Committee or the
Trustee as to the voting at that meeting of Company Stock credited to the Participant’s
account. The Benefits Administration Committee, if it has appointed the tabulating agent,
shall have the responsibility to ensure that the
tabulation of Participant voting instructions meets the requirements of ERISA. If the
Participant furnishes such instructions to the tabulating agent within the time specified in
the notification, the Trustee shall vote such Company Stock in accordance with the
Participant’s instructions. All Company Stock credited to Participant accounts as to which
the Trustee or its agent do not receive instructions as specified above, and all unallocated
Company Stock held in the Company Stock Investment Fund, shall be voted in accordance with
direction from the Benefits Administration Committee. In the event the Benefits
Administration Committee informs the Trustee in writing in a timely manner that it is not
able to direct the Trustee as to voting of any non-directed shares of Company Stock held in
the Company Stock Investment Fund for which direction has not been received from
Participants for any reason, the Company Stock shall be voted by the



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Trustee proportionately
in the same manner as it votes Company Stock as to which the Trustee or its agent have
received voting instructions as specified above.




     (h) Tender and Exchange Offers. The Benefits Administration Committee upon
written notice to the Trustee shall furnish to each Participant who has Company Stock
credited to his or her individual account under the Company Stock Investment Fund notice of
any tender offer for, or a request or invitation for tenders of, Company Stock received by
the Trustee. The Benefits Administration Committee shall request from each such Participant
instructions to be furnished to a tabulating agent appointed by the Benefits Administration
Committee or the Trustee as to the tendering of Company Stock credited to the Participant’s
account and for this purpose the Benefits Administration Committee shall provide
Participants with a reasonable period of time in which they may consider any such tender
offer for, or request or invitation for tenders of, Company Stock of which the Trustee has
been advised by the Benefits Administration Committee. The Benefits Administration
Committee, if it has appointed the tabulating agent, shall have the responsibility to ensure
that the tabulation of Participant tender or exchange instructions meets the requirements of
ERISA. The Trustee shall tender such Company Stock as to which the Trustee or its agent
have received instructions to tender from Participants within the time specified by the
Trustee or the Benefits Administration Committee, as the case may be. Company Stock
credited to Participant accounts as to which the Trustee or its agent have not received
instructions from Participants shall not be tendered. As to all unallocated Company Stock
held by the Trustee, the Trustee shall tender the same proportion thereof as the Company
Stock as for which the Trustee or its agent have received instructions from Participants to
tender bears to all Company Stock allocated to Participant accounts.




     (i) Trustee Action. No provision of Sections 6.5(g) and (h) shall prevent the
Trustee from taking any action relating to its duties under such Sections if the Trustee
determines in its sole discretion that such action is necessary in order for the Trustee to
fulfill its fiduciary responsibilities under ERISA.




     (j) Participant “Named Fiduciary” Status. Each Participant shall be a “named
fiduciary” under ERISA to the extent of his or her authority to direct the investment in,
voting, tender, exchange or sale of Company Stock allocated to the Participant’s account and
the proportionate share of unallocated Company Stock held by the Trustee.




     (k) Reliance on Information. The Benefits Administration Committee shall
provide the Trustee with timely information regarding proxy voting and tender offers and in
carrying out its responsibilities under this provision the Trustee may conclusively rely on
information furnished to it by the Benefits Administration Committee, including the names
and current addresses of Participants, the number of shares of Company Stock credited to
Participant accounts under the Company Stock Investment Fund, and the number of shares of
Company Stock held by the Trustee in the Company Stock Investment Fund that have not yet
been allocated.




     (l) Company Stock Indemnity. The Trustee shall not be liable for the purchase,
retention, voting, tender, exchange or sale of Company Stock and the Company



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(which has the
authority to do so under the laws of the state of its incorporation) agrees to indemnify THE
NORTHERN TRUST COMPANY from any liability, loss and expense, including legal fees and
expenses which THE NORTHERN TRUST COMPANY may sustain by reason of purchase, retention,
voting, tender, exchange or sale of Company Stock, provided the Trustee has used reasonable
care in carrying out its ministerial responsibilities in processing directions provided
pursuant to this Section 6.5. This paragraph shall survive the termination of this
agreement;



     6.6 The Benefits Administration Committee shall have sole responsibility for the decision to
maintain the custody of foreign investments abroad. Custody of foreign investments shall be
maintained with an applicable foreign custodian selected by the Trustee. The Trustee shall be
responsible for the prudent selection of such foreign custodian within the applicable jurisdiction
and for monitoring such selection to determine if it continues to be a prudent selection within
such jurisdiction. In performing custodial duties, any such foreign custodian shall act in
accordance with the standard of care applicable to a professional custodian for hire in the
jurisdiction where such duties are performed, and the Trustee shall be responsible for any loss to
the Trust Fund which is incurred as a direct result of (i) the negligence of a foreign custodian to
perform custodial duties in accordance with the foregoing standard, or its fraud or willful
misconduct in performing its custodial responsibilities, or (ii) the Trustee’s negligence in making
a prudent selection within a particular jurisdiction or in monitoring such selection to determine
if it continues to be a prudent selection within such jurisdiction. Subject to the foregoing, the
Trustee shall have no responsibility for the solvency or financial condition of any foreign
custodian holding assets of the Trust Fund; and



     6.7 The Trustee shall have no responsibility for: (a) any condition which now exists or may
hereafter be found to exist in, under, or about any real estate investment of the Trust Fund or of
a corporation organized under Section 501(c)(2) or 501(c)(25) of the Code, the stock of which is
held as an asset of the Trust Fund; or (b) any violation of any applicable environmental or health
or safety law, ordinance, regulation or ruling; or (c) the presence, use, generation, storage,
release, threatened release, or containment, treatment or disposal of any hazardous or toxic
substances or materials including such situations at or activities on any investment of the Trust
Fund or of a Section 501(c)(2) or 501(c)(25) corporation, the stock of which is held as an asset of
the Trust Fund. The Trustee is hereby authorized to pay from the Trust Fund all costs and expenses
(including attorneys fees) relating to or connected with any condition, violation,
presence or other situation referred to in (a), (b) and (c) above, and notwithstanding anything to
the contrary in this agreement, to the extent permitted by law, THE NORTHERN TRUST COMPANY shall be
indemnified from the Trust Fund from all claims, suits, losses and expenses (including attorneys
fees) arising therefrom. The authority to pay from the Trust Fund and the right of indemnification
set forth in the preceding sentence include and relate to, without limitation, any claims, suits,
liabilities, losses and expenses (including attorneys fees) arising from any matters relating to
the existence of petroleum including crude oil and any fraction thereof, hazardous substances,
pollutants, or contaminants as defined in the Comprehensive Environmental, Responsibility,
Compensation, and Liability Act, as amended, 42 U.S.C. Section 9601 et seq., or hazardous wastes as
defined in the Resource Conservation and Liability Act, 42 U.S.C. Section 6906 et seq., or as any
of the foregoing terms or similar terms may be defined in similar state environmental laws or
subsequent federal or state legislation of a similar nature which may be enacted from time to time.
This paragraph shall survive the sale or



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other disposition of any real estate investment of the
Trust Fund and the termination of this agreement. Nothing in this paragraph shall be construed to
in any way limit the indemnification rights of the Trustee provided for in ARTICLE NINE.




ARTICLE SEVEN: ACCOUNTS




     7.1 The Trustee shall maintain accounts of all investments, receipts and disbursements,
including contributions, distributions, purchases, sales and other transactions of the Trust Fund.
The Benefits Administration Committee has the right under applicable law to receive, at no
additional cost, separate notifications of certain securities transactions; however, unless the
Benefits Administration Committee directs otherwise in writing, the Benefits Administration
Committee agrees not to receive such separate notifications of securities transactions and that all
securities transactions will be reported on the Trustee’s periodic statements of account.



     7.2 Within thirty (30) days after the close of each fiscal year of the Trust Fund and of any
other period agreed upon by the Trustee and the Benefits Administration Committee the Trustee shall
render to the Benefits Administration Committee a statement of account for the Trust Fund for the
period commencing with the close of the last preceding period and a list showing each asset thereof
as of the close of the current period and its cost and fair market value. In preparing the
Trustee’s written account, the Trustee shall be fully protected in relying, without duty of
inquiry: (i) upon the determination of the issuing insurance company or other entity with respect
to the value of each insurance or investment contract included in such written account, (ii) upon
information provided by the general partner or other investment entity with respect to the value of
each limited partnership or other investment interest included in such written account, and (iii)
with respect to any assets of the Trust Fund managed by an Investment Adviser for which the Trustee
deems not to have a readily ascertainable value, upon the fair market value of such assets as
determined by the applicable Investment Adviser.



     7.3 An account of the Trustee may be approved by the Benefits Administration Committee by
written notice delivered to the Trustee or by failure to object to the account by written notice
delivered to the Trustee within ninety (90) days of the date upon which the account was delivered
to the Benefits Administration Committee. The approval of an account shall
constitute a full and complete discharge to the Trustee as to all matters set forth in that account
as if the account had been settled by a court of competent jurisdiction in an action or proceeding
to which the Trustee, the Company and the Benefits Administration Committee were parties. In no
event shall the Trustee be precluded from having its accounts settled by a judicial proceeding.
Nothing in this article shall relieve the Trustee of any responsibility, or liability for any
responsibility, under ERISA.



ARTICLE EIGHT: TRUSTEE SUCCESSION




     8.1 The Trustee may resign at any time by written notice to the Benefits Administration
Committee, or the Benefits Administration Committee may remove the Trustee by written notice to the
Trustee. The removal by the Benefits Administration Committee shall be effective sixty (60) days
after the date of the Trustee’s receipt of the notice of removal or at such earlier date as the
Trustee and the Benefits Administration Committee may agree. The



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Trustee’s resignation shall be
effective 120 days after the date thereof or at such earlier date the Trustee and the Benefits
Administration Committee may agree.




     8.2 In case of the resignation or removal of the Trustee, the Benefits Administration
Committee shall appoint a successor trustee by delivery to the Trustee of a written instrument
executed by the Benefits Administration Committee appointing the successor trustee and a written
instrument executed by the successor trustee accepting the appointment, whereupon the Trustee shall
deliver the assets of the Trust Fund to the successor trustee, but the Trustee may reserve such
reasonable amount (as approved by the Benefits Administration Committee, which approval shall not
be unreasonably withheld or delayed) as it may deem necessary for outstanding and accrued charges
against the Trust Fund.



     8.3 The successor trustee, and any successor to the trust business of the Trustee by merger,
consolidation or otherwise, shall have all the powers given the originally named Trustee. No
successor trustee shall be personally liable for any act or omission of any predecessor. Except as
otherwise provided in ERISA, the receipt of the successor trustee and the approval of the Trustee’s
final account by the Benefits Administration Committee in the manner provided in ARTICLE SEVEN
shall constitute a full and complete discharge to the Trustee.



     8.4 Upon the written direction of the Benefits Administration Committee, the Trustee shall
transfer such portion of the Trust Fund as is specified in such direction to any trustee or
insurance company (i) that has been appointed to hold the assets of the Plan or (ii) that holds or
will hold assets of any other plan that qualifies under Section 401(a) of the Code into which the
Plan (or any portion thereof) is merged or consolidated, or to which the Plan transfers assets or
liabilities; provided, however, that in making transfers under this Section 8.4, the Trustee may
rely without further inquiry upon the written direction of the Benefits Administration Committee,
which shall have the sole responsibility to determine that such transfer complies with the
applicable provisions of ERISA, the Code, any plan, and this Section 8.4.



ARTICLE NINE: AMENDMENT AND TERMINATION




     9.1 The Company or the Benefits Administration Committee may at any time or times with the
consent of the Trustee amend this agreement in whole or in part by instrument in writing delivered
to the Trustee and effective upon the date therein provided.



     9.2 This agreement shall terminate by action of the Company or the Benefits Administration
Committee. Upon termination, the Trustee shall distribute the Trust Fund in the manner directed by
the Benefits Administration Committee, in cash or in kind or partly in each as the Trustee and the
Benefits Administration Committee shall agree, except that the Trustee shall be entitled to prior
receipt of such rulings and determinations from such administrative agencies as it may deem
necessary or advisable to assure itself that the distribution directed is in accordance with law
and will not subject the Trust Fund or the Trustee to liability, and, except, further, that the
Trustee may reserve such reasonable amount (as approved by the Benefits Administration Committee,
which approval shall not be unreasonably withheld or delayed) as it may deem necessary for
outstanding and accrued charges against the Trust Fund.



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     9.3 This agreement shall terminate in its entirety when there is no asset included in the
Trust Fund.



ARTICLE TEN: MISCELLANEOUS




     10.1 Any action required to be taken by the Company or by a Subsidiary shall be by resolution
of its board of directors or by the written direction of one or more of its president, any vice
president or treasurer or assistant treasurer, or by the Compensation Committee of the Board of
Directors, the Benefits Administration Committee, or any other committee of the Board of Directors
designated to the Trustee by the Company, or by such other person or persons as shall be authorized
by one or more of such officers or by resolution of its board of directors, which resolution shall
be filed with the Trustee. The Trustee may take or omit to take any action in accordance with
written direction purporting to be signed by such an officer or committee of the Company or
Subsidiary or other authorized person, or in reliance upon a certified copy of a resolution of the
board of directors which the Trustee believes to be genuine. The Trustee shall have no
responsibility for any action taken by the Trustee in accordance with any such resolution or
direction.



     10.2 The Company shall certify to the Trustee in writing the names of the members of the
Benefits Administration Committee (or, if appropriate, the Compensation Committee of the Board of
Directors or any other committee of the Board of Directors designated to the Trustee as provided
above) acting from time to time, and the Trustee shall not be charged with knowledge of a change in
the membership of any such committee until so notified in writing by the Company. Any action
required or permitted to be taken by the Benefits Administration Committee (or the Compensation
Committee of the Board of Directors or any other committee of the Board of Directors designated to
the Trustee as provided above) hereunder shall be by direction of (i) one or more of the members of
the committee authorized to take such action hereunder, (ii) such committee’s secretary or (iii)
such other designee as shall be designated in writing by the appropriate committee to act for such
committee. The Trustee may rely upon an instrument of designation received from the Benefits
Administration Committee or any other committee described above appointing a designee to act for
such committee which it believes has
been signed by a majority of the members (or by the secretary or chairman) of the appropriate
committee and filed with the Trustee. The Trustee shall have no responsibility for any action
taken by it in accordance with any such direction it believes to have been given as provided above.
Notwithstanding anything herein to the contrary, the Benefits Administration Committee may
delegate any of its responsibilities hereunder to a representative by giving to the Trustee in
writing a letter which identifies the representative and sets forth the list of its
responsibilities under this agreement that it has authorized the representative to carry out.



     10.3 Notwithstanding any other provision of this agreement, instructions, directions and other
communications provided under this agreement may be given to the Trustee by letter, telex, SWIFT or
other electronic or electro-mechanical means deemed acceptable by the Trustee, including the use of
the Trustee’s Northern Trust Passport® applications, subject to such additional terms and
conditions as the Trustee may require.



     10.4 In no event shall the terms of the Plan, either expressly or by implication, be deemed to
impose upon the Trustee any power or responsibility other than those set forth in this



16









 




agreement.
The Trustee may assume until advised to the contrary that the Plan and the Trust Fund are qualified
under Section 401(a) and exempt from taxation under Section 501(a) of the Code, or under
corresponding provisions of subsequent federal tax laws. The Trustee shall hold and safekeep all
cash (or other property acceptable to the Trustee) contributed to the Trust Fund with respect to
the Plan. The Benefits Administration Committee shall have sole responsibility to collect and
monitor contributions, to determine whether the contributions comply with the provisions of the
Plan or of ERISA, to determine whether contributions are adequate to meet or discharge any
liabilities under the Plan, and to direct the Trustee with respect to any legal claim of the Plan
for delinquent contributions. The Trustee shall act solely as directed by the Benefits
Administration Committee with respect to the collection of contributions to the Trust Fund.




     10.5 In any judicial proceeding to settle the accounts of the Trustee, the Trustee, the
Company and the Benefits Administration Committee shall be the only necessary parties; in any other
judicial proceeding with respect to the Trustee or the Trust Fund, the Trustee, the Company and
each affected Subsidiary shall be the only necessary parties; and no Participant or Beneficiary
shall be entitled to any notice of process. A final judgment in any such proceeding shall be
binding upon the parties to the proceeding and all Participants and Beneficiaries.



     10.6 The Trustee shall receive such reasonable compensation for its services as the Trustee
and the Company shall from time to time determine. In addition, the Trustee shall be reimbursed
for any expenses (including accounting and legal fees) that the Trustee reasonably incurs in
connection with the Trust Fund. Those items of expense and compensation shall be paid from the
Trust Fund upon approval from the Benefits Administration Committee or its designees (which
approval shall not be unreasonably withheld or delayed), unless otherwise agreed in writing by the
Trustee and the Company. This paragraph shall survive the termination of this agreement.



     10.7 Without limiting the rights of the Trustee as otherwise provided in this agreement,
pursuant to direction by the Benefits Administration Committee, the Trustee shall pay from the
Trust Fund expenses of the Plan or compensation to parties providing services to the Plan
including but not by way of limitation, expenses or compensation related to actuarial, legal,
accounting, office space, printing, computer, record-keeping, investment, performance evaluation or
any other material or service provided to the Plan; and, further, pursuant to direction by the
Benefits Administration Committee, the Trustee may reimburse the Company from the Trust Fund for
expenses of the Plan to the extent permitted by the Plan and ERISA. It shall be the responsibility
of the Benefits Administration Committee to determine that any such expenses for which the Company
is reimbursed pursuant to this paragraph are expenses of the Plan permitted by the Plan and ERISA.



     10.8 Except as otherwise provided by law, no member of the Benefits Administration Committee
shall be liable hereunder except for his or its failure to exercise the care, skill, prudence, and
diligence under the circumstances then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the context of and enterprise of like character and with
like aims. Nothing contained herein shall preclude any member of the Benefits Administration
Committee from any indemnification to which he, they or it may be entitled under the Company’s
By-Laws or otherwise. No Trustee shall be or become liable for any act or omission of a prior
Trustee serving hereunder, it being the purpose and intent that each



17









 




Trustee shall be liable only
for the Trustee’s own acts or omissions during the Trustee’s term of service as Trustee hereunder,
except to the extent that liability is imposed under ERISA.




     10.9 In the event that THE NORTHERN TRUST COMPANY incurs any liability, loss, claim, suit or
expense (including attorneys fees) in connection with or arising out of its provision of services
under this agreement, or its status as trustee hereunder, under circumstances where THE NORTHERN
TRUST COMPANY cannot obtain or would be precluded by law from obtaining payment or reimbursement of
such liability, loss, claim, suit or expense (including attorneys fees) from the Trust Fund, then
the Company (which has the authority to do so under the laws of the state of its incorporation)
shall indemnify and hold THE NORTHERN TRUST COMPANY harmless from and against such liability, loss,
claim, suit or expense, except to the extent such liability, loss, claim, suit or expense arises
directly from (i) the negligence, fraud or willful misconduct of the Trustee in the performance of
its duties and responsibilities specifically allocated to it in this agreement, or (ii) a breach by
the Trustee of responsibilities specifically allocated to it by the terms of this agreement,
provided, however, that nothing in this Section 10.9 shall limit the Trustee’s right to
indemnification under Section 3.1(c) or Section 6.5(l). This paragraph shall survive the
termination of this agreement.



     10.10 Neither the Company, nor the Benefits Administration Committee shall direct the Trustee
to cause any part of the Trust Fund to be diverted to any purpose other than the exclusive benefit
of the Participants and Beneficiaries or, except as otherwise permitted under the Plan and under
ERISA, to be remitted to the Company or a Subsidiary.



     10.11 Except as otherwise directed by the Benefits Administration Committee, which direction
shall be in compliance with all applicable provisions of the 1984 Retirement Equity Act, the
relevant Plan and Section 401(a)(13) of the Code, any interest of a Participant or Beneficiary in
the Trust Fund or the Plan or in any distribution therefrom shall not be subject to the claim of
any creditor, any spouse for alimony or support, or others, or to legal process, and may not be
voluntarily or involuntarily alienated or encumbered.



     10.12 If for any reason the Trustee is unwilling or unable to act as to any property, such
person or qualified corporation as the Trustee shall from time to time designate in writing shall
act as special trustee as to that property. Any person or corporation acting as special trustee
may resign at any time by written notice to the Trustee. Each special trustee shall have the
powers granted to the Trustee by this agreement, to be exercised only with the approval of the
Trustee, to which the net income and the proceeds from sale of any part or all of the property
shall be remitted to be administered under this agreement.



     10.13 The Trustee shall not be responsible for any losses to the Trust Fund attributable
to a delay in performance, or non-performance, of any obligation hereunder for as long as such
delay is due to forces beyond its reasonable control, including but not limited to delays, errors
or interruptions caused by the Company, the Benefits Administration Committee or third parties, any
industrial, juridical, governmental, civil or military action, acts of terrorism, insurrection or
revolution, nuclear fusion, fission or radiation, failure or fluctuation in electrical power, heat,
light, air conditioning or telecommunications equipment, or acts of God, unless and to the extent
any such losses to the Trust Fund are directly attributable to the Trustee’s failure to (i) take
such steps to mitigate such losses as would be required of a prudent professional acting under the



18









 




circumstances in the performance of its duties and responsibilities specifically allocated to under
this agreement or (ii) maintain and update from time to time business continuation and disaster
recovery procedures with respect to its trust and custody business that it reasonably determines
from time to time meet commercially reasonable standards.




     10.14 In case any provision of this agreement shall be held illegal or invalid for any reason,
the illegality or invalidity shall not affect the remaining provisions of this agreement, but shall
be fully severable, and the agreement shall be construed and enforced as if said illegal or invalid
provisions had never been inserted herein. This agreement supersedes and replaces any prior
agreements with respect to the subject matter hereof.



     10.15 This agreement may be executed in any number of counterparts, each of which shall be
deemed an original, and the counterparts shall constitute one and the same instrument.



     10.16 Loans to Participants as provided for in the Plan shall be granted and administered by
the Benefits Administration Committee. The Trustee shall distribute cash to such Participants who
are granted loans in such amount and at such times as the Benefits Administration Committee shall
from time to time direct in writing. Loan payments collected by the Benefits Administration
Committee shall be forwarded to the Trustee. The amount of such loans shall be carried by the
Trustee as an asset of the trust equal to the combined unpaid principal balance of all
Participants. The Trustee shall rely conclusively upon the determination of the Benefits
Administration Committee with respect to the amount of the combined unpaid principal balance of all
Participants. The Trustee shall have no responsibility to ascertain whether a loan complies with
the provisions of the Plan, for the decision to grant a loan or for the collection and repayment of
a loan.



     10.17 The Trustee may consult with legal counsel, who may also be outside counsel for the
Company, with respect to its responsibilities under this agreement and Northern shall be fully
protected in acting or refraining from acting in reliance upon the written advice of such legal
counsel, except that the Trustee shall not be so protected to the extent it acts or refrains from
acting in reliance upon the written advice of legal counsel with respect to a discretionary
activity specifically allocated to the Trustee by this agreement.



ARTICLE ELEVEN: GOVERNING LAW




     The provisions of ERISA and the internal laws of Illinois shall govern the validity,
interpretation and enforcement of this agreement, and in case of conflict, the provisions of ERISA
shall prevail.



     IN WITNESS WHEREOF, the Company and the Trustee have executed this agreement by their
respective duly authorized officers effective as of the day and year first above written.



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	 	KIMBERLY-CLARK CORPORATION	 
	 	 	 
	 	 	 
	 	By:  	/s/ L. Robert Frazier 
 	
	 	 	L. Robert Frazier 	 
	 	 	 	 
	 
	 	Its:  	Assistant Treasurer 	 
	 	  	Assistant Treasurer 	 
	 




     (CORPORATE SEAL)


The undersigned, John W. Wesley, does hereby certify that he/she is the duly elected,
qualified and acting Secretary of Kimberly-Clark Corporation (the “Company”) and further certifies
that the person whose signature appears above is a duly elected, qualified and acting officer of
the Company with full power and authority to execute this Trust Agreement on behalf of the Company
and to take such other actions and execute such other documents as may be necessary to effectuate
this Agreement.




	 	 	 	 	 
	/s/  John W. Wesley
 	 
	Secretary 	 


Kimberly-Clark Corporation




	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY

 	 
	 	
 	 
	 	By:  	/s/ Marty Mulcrone
 	 
	 	 	Vice President 	 
	 
	 	Its:  	
 	 




     ATTEST:



	 	 	 	 	 
	 	 
	/s/ Amy Pera
 	 
	 




20